Registration No. 333-57665
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EASTMAN KODAK COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 16-0417150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
343 STATE STREET, ROCHESTER, NEW YORK 14650
(Address of principal executive offices) (Zip code)
KODAK STOCK OPTION PLAN
(Full title of the plan)
JOYCE P. HAAG, Secretary
Eastman Kodak Company
343 State Street
Rochester, New York 14650
(716) 724-4368
(Name, address, and telephone number of agent for service)
Pursuant to Instruction E to Form S-8, the contents of Registration Statement
333-57665 are incorporated by reference.
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Security be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Per Offering
Share (1) Price
Common 8,100,000 $57.1875 $463,218,750 $122,289.75
Stock par
value $2.50
per share
(1) Determined on the basis of the average of the high and low prices of Kodak
Common Stock on the New York Stock Exchange on August 4, 2000 solely for the
purpose of determining the registration fee pursuant to Rule 457(c) and (h).
Approximate date of commencement of the proposed sale of the securities to the
public: From time to time after the Registration Statement becomes effective.
<PAGE>
Upon the filing of this Amendment No. 2 there will be 16,200,000 shares
registered under the Kodak Stock Option Plan (the "Plan"), 8,100,000 shares from
Registration Statement No. 333-57665, as amended by amendment No. 1 and
8,100,000 from this Amendment No. 2 to Registration Statement on Form S-8.
<PAGE>
PART II
Items 3, 4, 6, 7, and 9 Omitted pursuant to General Instructions E to Form S-8.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities being offered hereby will be passed upon by Gary
P. Van Graafeiland, General Counsel and Senior Vice President of Kodak. Mr. Van
Graafeiland owns and has options to purchase Kodak Common Stock and is eligible
to receive awards under the Plan.
Item 8. EXHIBITS
Exhibit
Number Exhibit
4 Kodak Stock Option Plan
5 Opinion of Gary P. Van Graafeiland as to the legality of the
securities registered
23A Consent of PricewaterhouseCoopers LLP, independent accountants
23B Consent of Gary P. Van Graafeiland (included in Exhibit 5 to this
Registration Statement)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rochester, State of New
York, on the 11th day of August 2000.
Eastman Kodak Company
By:
-------------------------------
Daniel A. Carp*
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed by the following person in the
capacities indicated on April 11, 2000.
Robert H. Brust*, Chief Financial Officer and
Executive Vice President
E. Mark Rajkowski*, Controller
Name Title
George M. C. Fisher* Chairman of the Board and Director
Richard S. Braddock* Director
Daniel A. Carp* President, Chief Executive Officer, Director
Martha Layne Collins* Director
Alice F. Emerson* Director
Paul E. Gray* Director
Durk I. Jager* Director
Debra L. Lee* Director
Paul H. O'Neill* Director
John J. Phelan, Jr.* Director
Laura D'Andrea Tyson* Director
Richard A. Zimmerman* Director
*By:/s/Joyce P. Haag
-------------------------
Joyce P. Haag
Under Power of Attorney
<PAGE>
EASTMAN KODAK COMPANY
REGISTRATION STATEMENT ON FORM S-8
KODAK STOCK OPTION PLAN
INDEX TO EXHIBITS
Exhibit
Number Exhibit Location
4 Kodak Stock Option Plan Incorporated by reference
to Form S-8 filed June 25,
1998, Registration
Statement No. 333-57665
5 Opinion of *
Gary P. Van Graafeiland
as to the legality
of the securities registered
23A Consent of *
PricewaterhouseCoopers LLP,
independent accountants
23B Consent of Included in Exhibit 5 to
Gary P. Van Graafeiland this Registration Statement
* Included as part of the electronic submission of this Registration Statement
